GOVERNANCE POLICY Sample Clauses

GOVERNANCE POLICY. The Board of Directors (the “Board”) of Xxxxxxxxx-UTI Energy, Inc. deems it advisable and in the best interest of the Company to agree to certain requirements of the Board defined in this Exhibit A to be effective from the Effective Time and until the end of the Governance Period. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement.
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GOVERNANCE POLICY. Governance of the DCS program is based on an “owner-operator” approach in which DIR Customers actively work directly with DCS Service Providers to resolve local operational issues and participate in committees to address enterprise matters. Enterprise-level decisions, DIR Customers’ issues, and resolution of escalated DIR Customer-specific issues are carried out by standing governance committees, organized by subject area and comprised of representatives from DIR Customers, DIR management and subject-matter experts. DIR Customers are structured into “partner groups,” which select representatives to participate in these committees. Central features of the owner-operator model include the following: • DIR Customers work directly with Dcs Service Providers personnel on operational issues and local governance functions and decisions. • Governance committees address exceptions, enterprise matters and escalations from DIR Customers. • Committees are decision-makers and serve a key communication role across the enterprise. • DIR will assess and route issues to the correct committee. • DIR provides contract oversight functions.
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GOVERNANCE POLICY. Governance of DIR’s Statewide Technology Centers is based on an “owner-operator” approach in which Customers actively work directly with Service Component Providers and the Multi-sourcing Service Integrator (MSI) to resolve local operational issues and participate in committees to address enterprise matters. Enterprise-level decisions, Customers’ issues, and resolution of escalated Customer-specific issues are carried out by standing governance committees, organized by subject area and comprised of representatives from Customers, DIR management and subject-matter experts. DCS Customers are structured into “partner groups,” which select representatives to participate in these committees. Central features of the owner-operator model include the following:
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GOVERNANCE POLICY. Partner acknowledges and agrees to comply with a set of governance policies regarding Ads account setting, booking, management, billing and other matters, which are made by Google for the implementation of this Agreement (“Governance Policy’ ) in fulfilling Partner’s obligations under this Agreement and related Terms and Conditions. Google will provide Partner Governance Policy from time to time by emails or links.
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GOVERNANCE POLICY. 4 2.1 Operational Governance 4 2.1.1 STC Customer Meetings 4 2.1.2 DIR Meetings 4 2.2 Program Governance 5 2.2.1 Representational Decision-Making 6 2.2.2 Committee Structure 7 2.3 Governance Roles and Responsibilities 9 2.3.1 Shared Responsibilities 9 2.3.2 Committee Member Responsibilities 10 2.3.3 Partner Group Responsibilities 10 2.3.4 DIR Responsibilities 10 2.3.5 Service Providers Responsibilities 11 2.3.6 Roles and Responsibilities Matrix (RACI Matrix) 11 2.4 Issue Management 21 2.4.1 Escalation Process 21 2.4.2 Strategic Decision Process 22 2.4.3 Decision Documentation 22 3.0 SERVICE MANAGEMENT MANUAL 23
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GOVERNANCE POLICY. 4 2.1 Operational Governance 4 2.1.1 STC Customer Meetings 4 2.1.2 DIR Meetings 4 2.2 Program Governance 5 2.2.1 Representational Decision-Making 6 2.2.2 Committee Structure 7 2.3 Governance Roles and Responsibilities 9 2.3.1 Shared Responsibilities 9 2.3.2 Committee Member Responsibilities 10 2.3.3 Partner Group Responsibilities 10 2.3.4 DIR Responsibilities 10 2.3.5 Service Providers Responsibilities 11 2.3.6 Roles and Responsibilities Matrix (RACI Matrix) 11 2.4 Issue Management 21 2.4.1 Escalation Process 21 2.4.2 Strategic Decision Process 22 2.4.3 Decision Documentation 22 3.0 SERVICE MANAGEMENT MANUAL 23 EXHIBIT 6 GOVERNANCE Update Methodologies and Attachments to Exhibit 6 The following update methodologies and attachments are incorporated as part of Exhibit 6: Title Methodology for Updating Associated Exhibit Attachments Exhibit 6 Governance Exhibit 6 is a point of reference at contract execution with future updates made in accordance with Section 2.2, Organizational Overview, of the Service Management Manual.
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GOVERNANCE POLICY. Xx. Xxxxxx and Employee shall work together on the ----------------- following: (i) to define a transition plan by the end of calendar 1996 for the conversion of the Company from a San Francisco, California-based development company to a Salt Lake City, Utah-based working company, (ii) to develop Mission, Objective and Key Results for the Company's line managers for calendar 1997 and (iii) to define the Company's corporate governance policies, including, but not limited to, the composition of the Company's Board of Directors and appointment of new Board members.
Sample 1
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GOVERNANCE POLICY. 2 2.1 Operational Governance 2 2.1.1 Customer Meetings 2 2.1.2 DIR Meetings 2 2.2 Program Governance 3 2.2.1 Representational Decision-Making 4 2.2.2 Committee Structure 5
Sample 1
GOVERNANCE POLICY. Governance of Statewide Technology services is based on an “owner-operator” approach in which Customers actively work directly with Service Providers to resolve local operational issues and participate in committees to address enterprise matters. Enterprise-level decisions, Customers’ issues, and resolution of escalated Customer-specific issues are carried out by standing governance committees, organized by subject area and comprised of representatives from Customers, DIR management, Service Provider management and subject-matter experts. Customers are structured into “partner groups,” which select representatives to participate in these committees. Central features of the owner-operator model include the following:
Sample 1

Related to GOVERNANCE POLICY

  • Governance Matters At Closing, the Company and the Bank will appoint each person nominated by each Lead Investor (each a “Board Representative”) as provided in this Section 4.18 to the Board of Directors, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). To the extent consistent with the requirement to stagger the terms of the directors of the Company, the Company and Bank will nominate the Board Representatives for election at the first annual meeting of shareholders following the Closing to the following terms: PIMCO Board Representative to a three year term; Patriot Board Representative to a two year term; and Xxxxxxxx Board Representative to a one year term. After such appointment or election of a Board Representative, so long as the Lead Investor beneficially owns (as determined in accordance with Rule 13d-3 under the Exchange Act) 5.0% or more of the outstanding shares of Common Stock whether acquired upon conversion of the Non-Voting Common Stock, exercise of the Warrant or otherwise (and treating each outstanding share of Non-Voting Common Stock that is not a share of Common Stock as if it had converted into Common Stock and excluding as Common Stock beneficially owned, shares of Common Stock issuable under outstanding Warrants) (a “Qualifying Ownership Interest”), the Company will be required to recommend to its shareholders the election of such respective Lead Investor’s Board Representative at the Company’s annual meeting of shareholders, as applicable, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). If at any time a Lead Investor no longer beneficially owns Qualifying Ownership Interest, such Lead Investor will have no further rights under this Section 4.18, and, at the written request of the Board of Directors, shall use its reasonable best efforts to cause its Board Representative to resign from the Board of Directors within 15 calendar days thereafter. Each Lead Investor shall inform the Company if and when it ceases to hold a Qualifying Ownership Interest. Any Board Representative (including any successor nominee) duly selected in accordance with this Section 4.18 shall, subject to applicable law, be the Company’s and the Company’s Nominating and Governance Committee’s nominee to serve on the Board of Directors. The Company shall use all reasonable best efforts to have the Board Representative elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board of Directors. For only so long as the Lead Investor has the right to nominate a Board Representative pursuant to Section 4.18, such Lead Investor shall have the power to designate the Board Representative’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director. The Board of Directors will use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable law, being the Company’s and the Nominating and Governance Committee’s nominee to serve on the Board of Directors, using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). Any Board Representative shall be entitled to the same cash compensation and participation in Company equity plans and same indemnification in connection with his or her role as a director as the other members of the Board of Directors, and each Board Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committees thereof, to the same extent as the other members of the Board of Directors. With respect to indemnification of any Board Representative, the Company agrees (i) that it is the indemnitor of first resort (i.e., its obligations to any Board Representative are primary and any obligation of the Lead Investors or their Affiliates (other than the Company) to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such person are secondary) with respect to any actions, costs, charges, losses, damages or expenses incurred or sustained in connection with the execution by such person of his or her duties as a director of the Company and (ii) that it irrevocably waives, relinquishes and releases the Lead Investors and their Affiliates from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. The Company shall notify each Board Representative of all regular and special meetings of the Board of Directors and shall notify each Board Representative of all regular and special meetings of any committee of the Board of Directors of which the Board Representative is a member in accordance with the Company’s bylaws as then in effect. The Company shall provide each Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board of Directors concurrently as such materials are provided to the other members. At all times when the Lead Investor has the right to a Board Representative as provided in this Section 4.18, upon the written request of such Lead Investor and in lieu of such Lead Investor’s nomination of a Board Representative, such Lead Investor may appoint one individual to attend all meetings of the Board of Directors and all committees thereof (the “Observer”) and pursuant to this Section 4.18 hereof the board of directors of the Bank and all committees thereof, which individual shall be reasonably acceptable to the Board of Directors (such approval not to be unreasonably withheld or delayed); provided that the appointment by a Lead Investor of an Observer shall not prevent such Lead Investor from nominating a Board Representative in lieu of an Observer at a future time. The Observer shall not have any right to vote on any matter presented to the Board of Directors or any committee thereof. Subject to compliance with regulatory requirements, the Company shall give each Observer written notice of each meeting thereof at the same time and in the same manner as the members of the Board of Directors, shall provide each Observer with all written materials and other information given to members of the Board of Directors at the same time such materials and information are given to the members of the Board of Directors and shall permit each Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to each Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents; provided, however, that (A) the Company or the Board of Directors shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof (1) if doing so is, in the reasonable good faith judgment of the Company, after consultation with counsel, advisable or necessary to protect the attorney-client privilege between the Company and counsel or (2) if the Board of Directors reasonably determines in good faith, after consultation with counsel, that attendance by the Observer would conflict with fiduciary or regulatory requirements under applicable law and (B) each Lead Investor shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer. Each Lead Investor covenants and agrees to hold all such information obtained from its Observer as provided in the prior sentence in confidence pursuant to the non-disclosure agreement entered into between the Company and such Lead Investor. So long as a Lead Investor has the right to appoint a Board Representative pursuant to this Section 4.18, such Lead Investor shall have the right to either nominate one person (the “Bank Board Representative”) to be elected or appointed as director to the board of directors of the Bank (the “Bank Board”) or to appoint one person to attend all meetings of the Bank Board and all committees thereof as an observer (the “Bank Board Observer”); provided that if a Lead Investor chooses to have a director of both the Company and the Bank it at all such times be the same individual; provided further the appointment by such Lead Investor of a Bank Board Observer shall not prevent such Lead Investor from nominating a Bank Board Representative in lieu of a Bank Board Observer at a future time. The obligations of the Company otherwise with respect to, and the conditions on the appointment and, if applicable, directorship of, each Bank Board Representative and each Bank Board Observer shall be substantially the same as those with respect to or applicable to the Board Representative and Observer, respectively. The rights of each Lead Investor described in this Section 4.18 shall be personal to such Lead Investor and the transfer, assignment and/or conveyance of said rights from such Lead Investor to any other person and/or entity (other than in connection with a transfer of Securities to an Affiliate) is prohibited and shall be void and of no force or effect.

  • Corporate Governance Matters At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and of any Subsidiary as agreed between Parent and the Company, effective at the Effective Time.

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures:

  • Corporate Governance Ultimus shall provide the following services to the Trust and its Funds:

  • Certain Governance Matters (a) Water Pik and ATI intend that until the third annual meeting of stockholders of Water Pik held following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Water Pik and the respective initial Classes of the Board in which they will serve are as follows: Class I: Charxxx X. Xxxxxxx, Xx. Jamex X. Xxxx Class II: Michxxx X. Xxxxxx Willxxx X. Xxxxx Class III: Robexx X. Xxxxxxx (Xxairman) W. Craix XxXxxxxxxx

  • Compliance Policies and Procedures To assist the Fund in complying with Rule 38a-1 of the 1940 Act, BBH&Co. represents that it has adopted written policies and procedures reasonably designed to prevent violation of the federal securities laws in fulfilling its obligations under the Agreement and that it has in place a compliance program to monitor its compliance with those policies and procedures. BBH&Co will upon request provide the Fund with information about our compliance program as mutually agreed.

  • Risk Management Policy The Administrative Agent and the Lenders shall have received a copy of the Risk Management Policy, including position and other limits, which shall be satisfactory in content and form to the Administrative Agent.

  • Independence; Severability; Blue Pencil Each of the rights enumerated in this Non-Interference Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity. If any of the provisions of this Non-Interference Agreement or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Non-Interference Agreement, which shall be given full effect without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, I agree that the court making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable.

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